These subscription conditions are an inseparable part of the subscription contracted through the Order Form and will come into effect on the date of their signature between Airflows Data Platform SL. (Airflows) and the entity signing these General Conditions as identified in the Order Form (the "Client"). They may be referred to jointly as the "Parties" and individually as the "Party". To this end, Airflows and the Client agree to the following General Conditions:
1. Purpose
The purpose of the General Conditions is to establish the terms on the basis of which Airflows grants the "Beneficiary" (who may be the Client or a third party) a right of use subscription for the software it exclusively owns, Airflows Data Platform (the "Software"), in a Software as a Service (SaaS) modality.
2. Subscription
2.1. Rights
The Subscription granted under the Agreement provides the Beneficiary, during its term, with a non-exclusive and non-transferable right to access and use the Software in accordance with the General Conditions in its SaaS modality (hereinafter). The Beneficiary will exclusively have the right to access and use the Software, as well as the aforementioned Use Documentation, for its internal business purposes and under the conditions established in the Agreement and in the Use Documentation itself; which it undertakes to comply with at all times. Any other access and/or use of the Software will constitute a breach in accordance with the provisions of the Agreement.
Likewise, the Beneficiary undertakes to maintain the confidentiality of the Beneficiary's accounts, credentials, and any password necessary for accessing and using the Software, and will therefore be responsible for any use made of the Software through the Beneficiary's credentials or any account that the Beneficiary may establish. In case of loss, theft, suspicion of unauthorized use, or any other event that could affect the confidentiality of its accounts, credentials, or passwords, the Beneficiary must immediately notify Airflows so that it can take the necessary measures. Until Airflows is informed of such events, it will be exempt from all liability for operations that may be carried out using the Beneficiary's accounts, credentials, or passwords.
The Subscription allows the Beneficiary to remotely access and use the different functionalities and programs included under the Software via the Internet. This subscription includes management and operation services for the Cloud infrastructure on which the Software is installed.
Notwithstanding the foregoing, during the term of the Agreement, Airflows may perform the following actions:
- Modify the systems and environment used to provide the subscription.
- Reserve the right to make any change it deems necessary or useful to the Software to maintain or improve the quality or delivery of the services to its clients.
All support and maintenance operations on the Software to keep it operational in the contracted environment under optimal availability and performance conditions, through the incorporation of improvements developed in new versions, are included in the Subscription. Also, within the Subscription, Airflows will provide the Beneficiary with a service for monitoring, administration, and operation of the environment on which the Software is installed.
The acquisition of the Subscription includes Software updates, as well as bug fixes and hot-fixes, to keep the product operational in the environment contracted by the Beneficiary.
Through the subscription, the Beneficiary has the right to:
- 8x5 support for logging cases (incidents and requests) related to the platform.
- Technical support related to the installation and use of the platform.
- Support from the contracted instance where platform documentation can be accessed.
This service will not include:
- Support for applications developed on the platform.
- Consulting services or any other services not expressly contracted.
- The installation, configuration, and/or troubleshooting of third-party software.
- The resolution of incidents or anomalies caused by improper use of the Software not adjusted to the previously indicated documentation, or by modifications to it not made or authorized by Airflows, including but not limited to: altering, modifying or damaging, totally or partially, the Software code without express authorization from Airflows, negligence in the use of the Software by the Beneficiary or improper use of it different from that initially foreseen or other causes beyond Airflows' control.
The Subscription also includes monitoring, administration and operation of environments that have the Software installed. This service includes the resolution of incidents related to the administration of the Software.
The support service is provided during business hours as described in this Clause.
The following services are included according to the service levels:
- Monitoring (N1): Environment monitoring, attention and incident logging.
- Operation (N2): Airflows expert personnel in the operation and administration of clusters with the software installed.
- Systems (N3): Airflows expert personnel in the operation, administration and installation of Airflows instances.
The standard SaaS subscription includes an Airflows cloud instance with the following characteristics:
- vCPUs: 2
- Memory (GiB): 4
- Outbound data transfer: 20Tb (€3/Tb additional)
- Storage: 50Gb (€0.16/Tb additional)
The Use Documentation will be made available to the Beneficiary through a private URL. The Beneficiary is granted the right to make additional copies of the Use Documentation solely for internal use, which it undertakes to destroy once the Agreement has ended. The Beneficiary may not communicate, disclose or supply the Use Documentation to third parties outside the Beneficiary, except when strictly necessary for the proper development of this Agreement.
2.2. Beneficiary's Responsibilities
For the provision of any of the aforementioned supports, the Beneficiary will be responsible for:
- The product has been managed and maintained in accordance with the best practices defined.
- The product has not been modified.
- Airflows is not responsible for third-party products not approved by Airflows.
- If necessary, the Beneficiary will provide connectivity and necessary access for the correct performance of the Support Service's work.
- The teams responsible for Software maintenance must be available for incident resolution if necessary.
2.3. Prohibitions
It is well understood that, by means of the Agreement, no right beyond the access and use described herein is granted to the Beneficiary. Thus, by means of the Subscription, the right of reproduction, distribution, public communication, or transformation of the Software, among others, are not granted. Therefore, the Beneficiary, unless expressly authorized by Airflows, shall not be entitled, among others, to (i) use the Software in any way that may cause damage, interruptions, inefficiencies or defects in its operation or in a third party's computer equipment; (ii) use the Software for the transmission, installation or publication of any virus, malicious code or other harmful programs or files; (iii) use the Software illegally, against good faith, morals and public order; (iv) access without authorization any section of the Software, other systems or networks connected to it, the Software servers, or the applications offered through the Software, by means of hacking or falsification, password extraction or any other illegitimate means; (v) break, or attempt to break, the security or authentication measures of the Software or any network connected to it, or the security or protection measures inherent in the contents offered in the Software; (vi) carry out any action that causes disproportionate or unnecessary saturation in the infrastructure, systems or networks of the Software, as well as in the systems and networks connected to the Software; (vii) violate the privacy rights of third parties or infringe intellectual property rights; (viii) reverse engineer the Software or attempt to reconstruct, identify or discover the source code or algorithms of said Software; (ix) transfer, sell, resell, sublicense, assign, rent, lease or distribute the Software, include it as a service or an outsourcing offer; (x) copy, adapt or reproduce any portion, feature, function or interface of the Software; or (xi) modify or incorporate the Software into another program with the aim of creating a derivative work thereof or of a part thereof. The Beneficiary will be responsible for complying with all terms of use of any software, content, service or website that it uploads, creates or accesses through the use of the Software.
2.4. Prohibition of access to third parties
The Beneficiary may not facilitate access, in whole or in part, to third parties to any of the functionalities and programs included under the Software, unless it has prior explicit written authorization from Airflows. In no case may such third party be a direct or indirect competitor of Airflows, and its access to the Software shall be limited to the Beneficiary's needs related to the Agreement.
Should the Parties exceptionally agree to a third party's access to the Software, in whole or in part, this third party must expressly accept these General Conditions and the specific applicable conditions, as well as sign the corresponding confidentiality agreement.
3. Duration
The Subscription has a duration established according to the "Order Conditions" of this document.
4. Billing and Payment Method
In the event that invoices are not paid within the established period, a monthly default interest of 1.5% or the maximum legal allowed will accrue from the due date until full payment. In the event that the Client does not pay the Subscription price within the aforementioned period, Airflows shall be entitled to: a) suspend the Subscription, without any liability on its part, until the Client settles the outstanding amount; or b) terminate the Agreement.
5. Representations and Warranties
5.1. The Parties mutually guarantee compliance with all the commitments they assume, and will indemnify each other against any damage, harm, expense, or penalty (including attorney's fees), in case of any judicial or extrajudicial claim by third parties (including regulatory bodies) for any cause linked to the rights and obligations arising from the Agreement, and will at all times assume the correct execution of its terms, being responsible to the other Party for this.
5.2. Airflows has developed the Software in accordance with international secure development standards, and has subjected it to security tests to detect possible vulnerabilities and reasonably protect it against malicious third-party attacks. However, like all computer programs, the Software may contain flaws. Airflows does not guarantee or assume responsibility for (i) the continuity of the Software's services and functionalities; (ii) the total absence of errors, anomalies and/or bugs in said Software, including its contents and/or functionalities; (iii) the usefulness of the Software for a specific purpose; or (iv) the damages or harms caused, to itself or to a third party, by any person who (a) infringes the conditions, rules and instructions that Airflows establishes in the Software or (b) violates the security systems of the Software or the systems from which it is distributed.
5.3. The Parties mutually guarantee that, at all times, they will be up to date with any applicable legal and payment obligations (including but not limited to: tax obligations, social security, etc.), exempting the other Party from any liability generated as a consequence of any judicial or extrajudicial claim by third parties for these concepts.
5.4. The breach of any of the foregoing warranties shall entitle the other Party to recover from the breaching Party any economic amount improperly assumed, including any possible administrative or judicial sanctions. In any case, the maximum liability that each of the Parties may incur for any cause vis-à-vis the other Party or third parties, arising from the Agreement, shall be limited to the amount of remuneration actually paid to Airflows for the Subscription during the twelve (12) months prior to the date of the event giving rise to the claim. However, the aforementioned limitation of liability shall not apply in cases of fraud, gross negligence or acts resulting in death or personal injury. Notwithstanding the foregoing, the Parties shall not be liable to the other Party for any consequential, indirect, punitive or exemplary damages of any kind, with respect to any claim related to the Agreement.
6. Termination
6.1. In addition to the legally established causes, the Agreement may be prematurely terminated due to the breach by either of the Parties of the material obligations assumed hereunder, provided that the Party requesting the termination has fulfilled its obligations and has previously required the breaching Party to comply with the unfulfilled obligation or obligations and, after thirty (30) days from the reception of such request, the breaching Party has not remedied said breach.
6.2. Likewise, the Parties shall be entitled to terminate the Agreement immediately in the event of (i) mutual agreement between the Parties; (ii) the extinction of the legal personality of either of the Parties, its entry into liquidation or any other situation that prevents the normal development of the purpose of the Agreement; and (iii) any other cause expressly contained in this Agreement or legally established by the current legislation at any time.
6.3. The termination of the Agreement shall entail the return by each of the Parties of any documents, data, reports, information and any other type of material that had been supplied to it by the other, and over which, by virtue of this Agreement, it had no right whatsoever. For its part, the Client must pay Airflows the amounts corresponding to the Agreement that have accrued up to the effective date of the termination of the Agreement. Likewise, the rights granted to the Client by means of the Agreement shall be immediately revoked upon its termination, preventing the latter from accessing and using the Software.
6.4. The early termination of the Agreement or the expiration of the established term or any of its extensions shall not give the Parties the right to compensation of any kind, except for damages that may be caused to the other party by fraud or fault.
7. Confidentiality
7.1. During the term of the Agreement, as well as after its termination for any cause, the Parties undertake to maintain strict confidentiality with respect to the content of this Agreement, as well as all information derived from its formalization.
7.2. Both Parties undertake to maintain strict confidentiality, not to use for their own benefit or that of third parties, nor to communicate, disclose or supply to any natural or legal person outside the other Party, either directly or indirectly, the secrets, knowledge, data, documents, methods, procedures and information in general, which refer to the business or finances of the other Party, its clients, its suppliers or its positions and employees, and of which they have knowledge by reason of the Services rendered in their favor, with the exception of those that are strictly necessary for the fulfillment of the obligations included in the Agreement. Notwithstanding the foregoing and unless expressly indicated by the Beneficiary, Airflows reserves the right to use the Beneficiary's name and logo in those media, materials and commercial documentation whose purpose is to demonstrate its experience in the market.
7.3. It is expressly stipulated that all documents, books, papers, notes, writings, contacts, information, etc., whether written or on magnetic, visual or computer media, provided by one of the Parties to the other within the framework of the Agreement, relating to its organization and to all natural or legal persons mentioned in the previous paragraph, shall be and shall always remain the property of the former, and must be returned or destroyed when so requested and, in any case, once the Agreement has expired.
7.4. The Parties undertake to give their executives, employees, agents, advisors and other related persons the guidelines and instructions they deem appropriate and convenient for the purposes of maintaining the secret, confidential and restricted nature of the information referred to in this Clause. Notwithstanding the foregoing, each of the Parties shall be directly responsible both for the conduct of its executives and/or employees and for the consequences that may arise therefrom in accordance with the provisions of this Clause.
7.5. The breach of the duty of confidentiality by either of the Parties shall give rise to the claim for damages caused by omission of said duty against the breaching Party.
8. Intellectual and Industrial Property
8.1. "Intellectual Property Rights" (hereinafter, "IPR") shall mean all intellectual property rights and industrial property rights (including without limitation those rights of a personal or economic nature such as copyright) that are recognized, now or in the future, by Spanish intellectual property or industrial property law or the laws of any applicable jurisdiction, including without limitation all inventions (and among them, inventions implemented in the IT sector with or without patent), patents, "utility models", industrial designs, semiconductor topography rights, registered or unregistered trademarks and service marks, reproduction rights, logos, presentation names and trade names, know-how (but only to the extent that the aforementioned may confer legal protection or license under applicable relevant legislation), domain names and goodwill linked to all of them, including in each case the ability (if any) (i) to apply for any necessary or simply convenient registration in order to obtain or protect such rights anywhere in the world and any registration thereof and (ii) to claim damages or any other remedy for the violation of such rights. IPR shall include without limitation those intellectual or industrial property rights duly registered before an official registry anywhere in the world, as well as registration applications and the rights to grant them and any right or form of protection of a similar nature in the world.
8.2. Each of the Parties owns and shall retain all IPRs over their respective industrial designs, patents, software, "utility models," databases, trademarks, logos, domain names, texts, images, and/or any other assets protected by intellectual and industrial property rights.
In particular, the Parties acknowledge that the Software and its various components, understood to include, by way of example, texts, photographs, graphics, images, icons, technology, know-how, software, links and other audiovisual or sound content, as well as its graphic design and source codes, are the exclusive property of Airflows, and no rights over them shall be deemed to have been assigned to the Beneficiary beyond the simple use licensed through the Agreement.
Likewise, all developments, improvements, changes, and new versions of the Software that Airflows may develop during the term of the Agreement shall also be the exclusive property of Airflows, which shall be subject, where applicable, to the terms and conditions of the Subscription granted by means of this Agreement.
8.3. In no case shall it be understood that, by virtue of this Agreement, each of the Parties grants the other Party an exclusive use Subscription of the intellectual and industrial property with which each markets its products and services.
8.4. The Parties agree to limit Airflows' liability for any event arising from IPR infringements to a maximum global amount equivalent to the net amount received by Airflows in payment of the Subscription during the twelve (12) months prior to the corresponding infringement.
9. Access to Data on Behalf of the Beneficiary
9.1. In the event that, in the development of this Agreement, Airflows provides any service to the Beneficiary that involves the access and processing of personal data, Airflows shall be considered a "Processor" and undertakes to take all necessary measures to guarantee the protection of personal data under the responsibility of the Beneficiary ("Controller").
9.2. The contracted Subscription could imply the Processor carrying out at least the following processing operations: collection, recording, consultation, storage, dissemination, modification and deletion of personal data. In the event that the Subscription implies the collection of personal data, the Processor will comply with the duty to inform in accordance with the instructions provided by the Controller.
9.3. Purpose of processing
Personal data will be processed, solely, to carry out the provision of the Subscription. If the Processor considers it necessary to carry out data processing for a different purpose, it must first request written authorization from the Controller. In the absence of such authorization, the Processor may not carry out said processing.
9.4. Types of data processed and categories of data subjects
9.4.1. The types of personal data that the Processor will process under this Agreement are the following:
- Identifying data: name and surname, NIF/DNI, Social Security/Mutual Society affiliation number, address, telephone, signature, fingerprint, image/voice, physical marks, electronic signature, other biometric data.
- Personal characteristics data: marital status, family data, date of birth, place of birth, age, sex, nationality, mother tongue, physical or anthropometric characteristics.
- Social circumstances data: accommodation/housing characteristics, properties or possessions, hobbies and lifestyle, membership of clubs or associations, licenses, permits or authorizations.
- Academic and professional data: training/qualifications, student history, professional experience, membership of professional associations or colleges.
- Employment details data: profession, job position, non-economic payroll data, employee history.
- Commercial information data: activities or businesses, commercial licenses, subscriptions to publications or media, literary, artistic, scientific or technical creations.
- Economic, financial and insurance data: income and revenues, investments and assets, credits, loans and guarantees, bank data, pension and retirement plans, economic payroll data, tax deductions and taxes, insurance, mortgages, subsidies and benefits, credit history, credit card.
- Data on transactions of goods and services: goods and services supplied by the data subject, goods and services received by the data subject, financial transactions, compensation and indemnities.
- Health or disability data.
- Trade union affiliation, religion, beliefs or data related to sexual life. Biometric data.
- Data relating to criminal offenses.
9.4.2. The categories of data subjects whose data will be processed by the Processor under this Agreement are the following:
- Clients.
- Potential Clients.
- Suppliers.
- Contact persons.
- Employees.
- Candidates in personnel selection processes.
- Persons whose images are captured by video surveillance systems.
9.5. Controller's Obligations
- To make available to the Processor the personal data and/or necessary information for the proper processing of the same for the Subscription.
- To carry out an assessment of the impact on the protection of personal data of the processing operations to be carried out by the Processor.
- To carry out the necessary prior consultations to guarantee correct regulatory compliance and mitigate associated risks.
- To ensure, prior to and throughout the processing, compliance with the GDPR by the Processor.
- To supervise the processing, including carrying out inspections and audits.
9.6. Processor's Obligations
- To process personal data solely for the purpose of providing the contracted Subscription, adhering to the instructions provided in writing by the Controller at all times (unless there is a regulation that obliges complementary processing, in which case, the processor will inform the controller of this legal requirement prior to processing, unless such law prohibits it for important reasons of public interest).
- To maintain the duty of secrecy regarding personal data to which it has access, even after the contractual relationship has ended, as well as to ensure that its personnel have committed in writing to maintaining the confidentiality of the personal data processed.
-
To guarantee, taking into account the state of the art, the costs of implementation, and the nature, scope, context and purposes of the processing, as well as risks of varying likelihood and severity for the rights and freedoms of natural persons, that it will apply appropriate technical and organizational measures to ensure a level of security appropriate to the risk, which may include, among others:
- The pseudonymisation and encryption of personal data.
- The ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services.
- The ability to restore the availability and access to personal data in a timely manner in the event of a physical or technical incident.
- A process for regularly testing, assessing and evaluating the effectiveness of technical and organizational measures for ensuring the security of the processing.
When assessing the adequacy of the security level, particular account shall be taken of the risks that are presented by the processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to personal data transmitted, stored or otherwise processed.
-
To keep under its control and custody the personal data to which it accesses due to the provision of the Service and not to disclose, transfer, or otherwise communicate them, not even for their conservation, to other people outside of it and the provision of the Service subject to this Agreement.
However, the Processor may resort to another Processor (hereinafter, the Sub-processor) of its group. In the event that the Processor wishes to incorporate a new Sub-processor that was not part of the group at the time of signing these presents, it will provide the Beneficiary with the corresponding identifying data (full company name and NIF) and subcontracted services before the provision of the service, with a minimum notice of one (1) month. The controller will have the opportunity to object to such changes with justification. In such case, if the Processor could not provide its services without the Sub-processor in question, the Controller may request the termination of the contract without penalty for this reason.
In case of making use of the faculty recognized in the previous paragraph, the Processor is obliged to transfer and communicate to the Sub-processor the set of obligations that for the Processor derive from this Agreement and, in particular, the provision of sufficient guarantees that it will apply appropriate technical and organizational measures, so that the processing complies with the applicable regulations.
In any case, access to data by natural persons who provide their services to the Processor acting within its organizational framework by virtue of a commercial and not labor relationship is authorized. Likewise, access to data by companies and professionals that the Processor has contracted in its internal organizational scope to provide general or maintenance services (IT services, advice, audits, etc.), as long as these tasks have not been agreed upon by the Processor with the purpose of subcontracting all or part of the Subscription provided to the Controller, is authorized.
- To delete or return to the Data Controller, at its discretion, all personal data to which it has had access to provide the Service. Likewise, the Data Processor undertakes to delete existing copies, unless there is a legal norm that requires the retention of personal data. However, the Data Processor may retain the data, duly blocked, as long as responsibilities may arise from its relationship with the Data Controller.
-
To notify, by means of an encrypted email or other secure transmission means, the Controller, as soon as it becomes aware of the existence of any security violation or breach that causes the destruction, loss or illicit alteration, loss and alteration, unauthorized disclosure or access, of personal data transmitted, stored or otherwise processed or unauthorized communication or access to such data. This notification will include the information required in Article 33 of the GDPR.
In addition, the Processor undertakes to support the Controller in case notification to the Spanish Data Protection Agency and, where appropriate, to the data subjects of the security breaches that occur, as well as to support it, when necessary, in carrying out privacy impact assessments and in prior consultation with the Spanish Data Protection Agency, when appropriate, as well as to assist the Controller so that it can comply with the obligation to respond to requests for the exercise of rights.
- To maintain, in writing, a record of all categories of processing activities carried out on behalf of the Controller.
- To cooperate with the Spanish Data Protection Agency or other Supervisory Authority, at its request, in the exercise of its powers.
- To make available to the Controller all information necessary to demonstrate compliance with the obligations established in this Agreement and to allow and contribute to the performance of audits, including inspections, by the Controller or a third party authorized by it. The failure to prove that the Processor is correctly complying with the obligations assumed in this Agreement will be cause for termination thereof.
The Processor guarantees that, in relation to the execution of the Agreement, no processing of personal data will be carried out outside the European Economic Area (EEA) or in a country that does not have an adequate level of protection. In case of transfer of personal data to a third country not belonging to the EEA, or an international organization, the Processor must obtain prior written authorization from the Controller and cooperate with it to guarantee an adequate protection framework under current regulations, through the application of binding corporate rules, the formalization of standard contractual clauses adopted by the European Commission or, where appropriate, obtaining authorization for the transfer from the competent authority.
If the Processor or any of its Sub-processors infringes this Agreement or any regulation when determining the purposes and means of processing, it will be considered responsible for said processing.
10. Relationship Between the Parties
10.1. Given the characteristics of the content of the obligations assumed under this Agreement, the Parties expressly acknowledge the commercial nature of the relationship that links them through this Agreement, as well as their absolute independence and autonomy, there being no relationship of dependence or subordination between them, nor between each of the Parties and the dependents or subordinates of the other Party.
10.2. Consequently, nothing in this Agreement shall be interpreted as (i) the constitution of a company, agency, joint venture, or a similar relationship between the Parties; (ii) as an authorization to either of the Parties to represent, or act as an agent or employee of the other Party; or (iii) the existence of any type of employment relationship between them.
11. Force Majeure
11.1. The Parties shall not incur liability for the breach of their obligations established in this Agreement, or of any other obligation that derives from the contractual relationship, when the breach occurs as a consequence of a fortuitous event or force majeure.
11.2. Fortuitous event or force majeure shall be understood as any event beyond the will of the Parties, foreseeable or unforeseeable but unavoidable and insurmountable in itself or in its consequences, which is not a result of their fault or negligence, provided that they have not contributed to the event occurring.
11.3. Contractual obligations whose fulfillment is prevented by a fortuitous event or force majeure shall not be enforceable for either of the Parties only during the time that such impediment subsists. As soon as the impediment ceases, the enforceability of the fulfillment of said obligations shall be re-established. In addition, the presence of a fortuitous event or force majeure shall exempt from the responsibility of paying damages for the delay in the fulfillment of the obligations whose enforceability had been suspended. In such case, the Parties shall act with the utmost diligence to mitigate, remedy or overcome its effects.
11.4. Events of fortuitous event or force majeure may include, but are not limited to, hurricanes, earthquakes, floods, fires, declared or undeclared wars, insurrections, terrorist acts and sabotages.
11.5. In the event that a force majeure or fortuitous event persists for more than thirty (30) days, either Party may, upon written notice to the other Party, terminate this Agreement.
12. Prohibition of Assignment
12.1. The assignment or transfer, regardless of the form or legal transaction used for this purpose, of the rights and obligations assumed by any of the Parties in this Agreement, may only be carried out with the express written agreement of the same.
12.2. The assignment or transfer of this Agreement, or any part thereof, contrary to the provisions of this Clause, shall be considered invalid and void.
13. Notifications
13.1. The Parties accept email as a valid means for the flow and exchange of documentation, information and, in general, as a communication channel between them for the purposes of this Agreement. Each of them exempts the other from liability for the interception or access to emails by unauthorized persons, as well as for any damage or harm that may be caused to the other Party as a result of computer viruses, network failures or similar circumstances, unless it is for a cause attributable to the other Party. It shall be understood that communications by email have been duly notified to the other Party when they are effectively received legibly by the latter, provided that the sender does not receive an email communicating the error or the impossibility of notification (delivery failure notification). Any email communication sent after 5 p.m. in the destination city shall be deemed to take effect on the first business day thereafter in said place.
13.2. Each Party states that the email addresses listed in the Order Form as notification addresses are and will be their property, undertaking to provide the other Party with sufficient justification if the latter requires it. In the event of a dispute, the Parties may not object to the existence of a communication sent via email, when the provisions of this Clause have been complied with.
14. Partial Nullity
In the event that any of the Clauses or obligations of this Agreement are declared null or illegal, the Parties undertake to maintain the contractual relationship in consideration of the rest and globality thereof, integrating or correcting the effects of said nullity or illegality as far as possible, and except for manifest and irresolvable disproportion between the obligations and considerations to be assumed by any of the Parties.
15. Enforceability
The failure by any Party, at any time, to demand compliance by the other Party with any stipulation of this Agreement shall in no way affect the right of said Party to assert the same at a later time, nor to assert any of the other stipulations of this Agreement; nor shall the waiver by any Party to denounce the breach of any stipulation of this Agreement be understood or interpreted as a waiver to denounce any subsequent breach of said stipulation or as a waiver of the stipulation itself.
16. Applicable Law and Jurisdiction
16.1. For everything not provided for in this Agreement, the Spanish legislation in force at all times shall apply.
16.2. For any matter that may arise from the interpretation or application of this Agreement, both Parties, by mutual agreement, expressly submit to the jurisdiction of the Courts of Madrid capital, expressly waiving any other jurisdiction that may correspond to them.
.svg%3Fwidth%3D256&w=128)
.svg%3Fwidth%3D256&w=128)
.svg%3Fwidth%3D256&w=128)
